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Home Terms of Use

Terms of Use

DigitalBPM Terms of Service

Update Notice: The DigitalBPM Terms of Service below are effective September 28, 2023. Your continued use of our Service automatically constitutes your acceptance of these updated Terms. These updated Terms completely replace all previous versions.Update Notice: The DigitalBPM Terms of Service below are effective September 28, 2023. Your continued use of our Service automatically constitutes your acceptance of these updated Terms. These updated Terms completely replace all previous versions.

Thank you for using DigitalBPM! Please read these DigitalBPM Terms of Service (‘Terms’) carefully. They govern your access to and use of DigitalBPM’s cloud-based automation technologies available on digitalbpm by logging into your DigitalBPM account (as defined below), the DigitalBPM APIs, and any updates, modifications, extensions, enhancements, and derivative works. the foregoing (collectively, the ‘Service’).

DigitalBPM Inc. is a state corporation of ____________, and in these Terms we will refer to ourselves as ‘DigitalBPM’ or ‘we’/’us’.

‘You’ means the entity you represent in accepting these Terms. You represent and warrant that (i) you have the full legal right to bind your employer or such person to comply with these Terms; (ii) you have read and understood these Terms; and (iii) you agree to these Terms on behalf of the party you represent. If you are accessing the Service for your personal use only (i.e., not in connection with any organization, enterprise, or other legal entity) as specified when using your personal email address to sign up for your DigitalBPM account, then all links to ‘you’ mean you as a person.

Definitions

  • Acceptable Use Policy means DigitalBPM’s Acceptable Use Policy, which is incorporated into these Terms
  • ‘Account Information’ means information about your DigitalBPM account and information that you and your users provide to DigitalBPM in connection with (i) the creation or administration of your DigitalBPM account, or (ii) DigitalBPM’s maintenance of your DigitalBPM account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
  • ‘Affiliate’ means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
  • ‘Beta Release’ means any alpha, beta, developmental, test, experimental, or early-access releases of the Service or other DigitalBPM products or services. Any of the preceding terms on a feature, product, or program is the notice of Beta Release status.
  • ‘Customer Content’ means any information, content, or materials you submit through the Service to your DigitalBPM Account, including Third-Party Services.
  • ‘DPA’ means DigitalBPM’s Data Processing Addendum for processing of Personal Information (as defined in the DPA).
  • ‘Documentation’ means DigitalBPM-provided user documentation relating to the Service found in our help center, as may be updated by DigitalBPM from time to time. Documentation does not include any content published on any other site, community, or page.
  • ‘Excluded Claims’ means (i) any amounts owed by you under Fees; (ii) your indemnification obligations in these Terms or your breach of Section 3; and (iii) any claims that may not be capped or limited under applicable law.
  • ‘Feedback’ means feedback, comments, ideas, proposals, and suggestions for improvements, whether regarding the Service, a Beta Release, or any other products, services, or business of DigitalBPM.
  • ‘Fees’ means the fees applicable to your use of the Service in accordance with the appropriate package as set forth in our pricing notice included in the Service or on the Site.
  • ‘High-Risk Activities’ means activities where the use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
  • ‘Sensitive Personal Data’ means data subject to heightened privacy or security requirements by law or regulations, including, without limitation, any personal financial or medical information of any nature, or any sensitive personal information (e.g., government-issued identification numbers, driver’s license numbers, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials).
  • ‘Subscription Term’ means the period you have agreed to subscribe to the Service.
  • ‘Supplemental Terms’ mean any additional terms presented to you at the time you sign up for or first access a Beta Release.
  • ‘Taxes’ means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Services, whether domestic or foreign.
  • ‘Third-Party Login’ means your login credentials from a supported third-party site or product which are integrated to allow you to access your DigitalBPM Account.
  • ‘Third-Party Services’ means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.
  • ‘Usage Information’ means (a) analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Service, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Service and your DigitalBPM Account, and analytics and statistical data derived therefrom (“Analytics Data”) and (b) configuration data, including field mapping/naming and actions, steps, and structures of workflows, tables, interfaces, and other Services (“Configuration Data”).
  • ‘DigitalBPM Account’ means the account on the Service you register and open in order to access and use the Service.

1. DigitalBPM Account Registration

  • Account Registration and Use License: In order to access and use the Service, you must register for a DigitalBPM Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for a DigitalBPM Account and subject to these Terms, DigitalBPM will make the Service available during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.
  • Eligibility: In order to open and maintain a DigitalBPM Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.
  • Credentials: To set up and use your DigitalBPM Account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your DigitalBPM Account credentials. You agree to immediately notify DigitalBPM of any suspected or actual unauthorized use of your DigitalBPM Account. You agree that you will be responsible and liable for all uses of the Service under your DigitalBPM Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that DigitalBPM will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your DigitalBPM Account or your Third-Party Login credentials.

2. Fees; Taxes; Term and Termination

  • Fees: Some Service features may only be accessed and used after payment of applicable Fees. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED ‘AS-IS’ WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.
  • Taxes: You are responsible for any Taxes other than DigitalBPM’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If DigitalBPM has the legal obligation to pay or collect Taxes for which you are responsible under this section, DigitalBPM will invoice you, and you will pay that amount unless you provide DigitalBPM with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • Subscription Term and Auto-Renewal: Your Subscription Term begins once you register for your DigitalBPM Account and is the billing cycle that you selected for your DigitalBPM Account, or if purchasing the Service by a DigitalBPM order form, then the Subscription Term listed on your order form. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, THE EQUIVALENT SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN-CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service and Plan continuing to be offered and will be subject to the then-current Fees applicable to the renewed Service.
  • Plan Changes, Cancellation, and Termination by You: You can change or cancel your plan or delete your DigitalBPM Account by following the steps outlined here. For the avoidance of doubt, the following does not constitute cancellation of a paid plan or termination of your DigitalBPM Account: (i) an email or phone request to cancel your DigitalBPM Account; (ii) revoking or suspending any form of payment put on record with Zapier to pay your DigitalBPM Account Fees; or (iii) any cancellation or termination confirmation from a party other than DigitalBPM. You expressly acknowledge that downgrading your Service may cause the loss of features or other capabilities of your DigitalBPM Account and that DigitalBPM does not accept any liability for such loss. For paid plans, refunds or changes of fees, as applicable, are described on our billing change policy page.
  • Termination and Suspension by DigitalBPM: We may end or pause your DigitalBPM Account or our Service to you anytime and for any reason. We will let you know if we do so. If we end or pause your DigitalBPM Account without a reason, we will give back a portion of your monthly payment that matches the unused time. If we end your DigitalBPM Account for a reason, like breaking these Terms or the Acceptable Use Policy, we will not give back any payment.
  • Effect of Termination: Once you delete your DigitalBPM Account, neither your DigitalBPM Account nor your Customer Content can be restored or recovered in any way. If you do not log in to your DigitalBPM Account for twenty-four (24) or more months, we reserve the right to designate your DigitalBPM Account as ‘inactive’ and delete the DigitalBPM Account and/or all the data associated with it. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

3. Your Use of the Service and Restrictions

  • Account and Use of Service: You may use your DigitalBPM Account and the Service only (i) for lawful purposes; and (ii) by these Terms and the Documentation.
  • Prohibited Use: You shall not use or access the Service in violation of the Acceptable Use Policy. Further, you will not and will not permit anyone else to: (a) sell, sublicense, distribute, transfer, or rent the Service (in whole or part), grant non-users access to the Service, or use the Service to provide a hosted or managed service to others; (b) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to DigitalBPM; (c) copy, modify, create derivative works of or remove proprietary notices from the Service; (d) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions; (e) use the Service to develop a product or Service competitive to DigitalBPM; or (f) otherwise use the Service outside of the scope of the rights expressly granted herein.
  • Your Use of The Service to Send Communications: You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service.
  • Export Controls: You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.
  • Beta Release: From time to time, DigitalBPM may, in its sole and exclusive discretion, allow you to access and use certain Beta Releases with your consent. In consideration for receiving access to a Beta Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to DigitalBPM regarding such Beta Release shall be deemed Feedback; (ii) information regarding a Beta Release shared with you or generated from that Beta Release, including without limitation, images or recordings of them constitutes DigitalBPM’s Confidential Information under Section 10 below; (iii) Beta Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) DigitalBPM may, in its sole and exclusive discretion, terminate or discontinue any Beta Release and/or your specific access to such Beta Release with or without advance notice; (v) DigitalBPM may collect, analyze, and use data shared/provided in connection with a Beta Release to operate, enhance, improve, and develop DigitalBPM products or services, including through model training, and otherwise in connection with our business; and (vi) you expressly agree that your participation in using any Beta Release is solely at your own risk and that no other party, including without limitation, DigitalBPM, shall have any liability to you in connection with or otherwise related to your use of Beta Releases. Beta Releases are made available on an ‘as is’ basis, without warranty, representation, or indemnification of any kind, express or implied, and Sections 8(a) and 8(d) below do not apply to Beta Releases. Certain Beta Releases may include Supplemental Terms which apply in addition to these Terms. In the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall govern for that specific Beta Release.

4. Our Security and Data Privacy Practices

  • Data Privacy: DigitalBPM’s Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.
  • Data Processing Addendum: To the extent that DigitalBPM processes any Personal Information (as defined in the DPA) contained in Customer Content subject to the Data Protection Legislation (as defined in the DPA), the DPA shall apply to such processing. To the extent that DigitalBPM processes any personal data subject to the European Union General Data Protection Regulations (‘GDPR’), you are the data exporter and DigitalBPM is the data importer.
  • Security: We have implemented and maintain physical, technical, and administrative security measures designed to protect the Service and Customer Content from unauthorized access, destruction, use, modification, or disclosure. These security measures are further described in the Annex to the DPA.

5. Terms that Apply to Your Data

  • Your Data: You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that pass through the Service. By transmitting Customer Content through the Service, you hereby grant DigitalBPM a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your DigitalBPM Account, as reasonably necessary: (i) to provide, maintain, operate, and update the Service and to provide support for the Service; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.
  • Your Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, and legality of Customer Content, and any actions triggered by Customer Content. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Service and for any actions triggered by Customer Content on the Service, and to otherwise use, process, and/or store Customer Content on the Service used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your DigitalBPM Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Service.
  • No High-Risk Activities or Prohibited Sensitive Personal Data: You may not access or use the Service for any High-Risk Activities or to upload or transmit any Sensitive Personal Data. We have no liability under these Terms for any High-Risk Activities or Sensitive Personal Data in violation of the foregoing.
  • Enforcement: We reserve the right but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Content. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your User Data immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Content.

6. Proprietary Rights and Improving the Service

  • DigitalBPM Service: The Service is made available on a limited access basis, and no ownership rights are conveyed to you. We and our licensors have and retain all rights, titles, and interests, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.
  • Feedback: DigitalBPM Service welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.
  • Improvements: Notwithstanding anything to the contrary set forth herein or otherwise, (i) DigitalBPM Service may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop DigitalBPM Service products or services, including through model training, and otherwise in connection with our business; (ii) DigitalBPM Service may use de-identified Customer Content to operate, enhance, improve, and develop DigitalBPM Service products or services through model training. You may opt out of providing DigitalBPM Service with such permission by submitting this opt-out form; and (iii) if you are a subscriber to the Company Plan, your DigitalBPM Service Account and all users on your DigitalBPM Service Account have been automatically opted out of DigitalBPM Service’s use of your Customer Content and Configuration Data.
  • Trademarks: DIGITALBPM, the DIGITALBPM logo, and all DigitalBPM product names are trademarks and/or service marks of DigitalBPM and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any DigitalBPM or third-party trademark without the applicable prior written consent of DigitalBPM or the owner of the third-party trademark. You hereby grant DigitalBPM the right to identify you as a customer of DigitalBPM and to use your logos and/or trademarks for that purpose., DigitalBPM logo and all DigitalBPM product names are trademarks and/or service marks of DigitalBPM and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any DigitalBPM or third-party trademark without the applicable prior written consent of DigitalBPM or the owner of the third-party trademark. You hereby grant DigitalBPM the right to identify you as a customer of DigitalBPM and to use your logos and/or trademarks for that purpose.

7. Third-Party Services

  • Links and Integrations with Third-Party Services: The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites that connect back to the Service. DigitalBPM provides and/or enables such links to and integrations solely as a convenience and has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Service is at your own risk, and DigitalBPM is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. If you choose to grant a Third-Party Service any access to your DigitalBPM Account, you are solely responsible for that Third-Party Service having access to your data and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your DigitalBPM Account. Your use of any Third-Party Services is subject to the terms applicable to such Third-Party Services. You may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third-Party Service.
  • Linking to Third-Party Services: You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third-Party Service integration through your DigitalBPM Account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Service, Customer Content will be transmitted to and from your DigitalBPM Account to one or more Third-Party Service(s) you’ve linked with your DigitalBPM Account. We may also share your Customer Content with a specific Third-Party Service that you linked to your DigitalBPM Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.

8. Service Warranty; Indemnification

  • Service Warranty: If you are a paying subscriber to the Service, DigitalBPM warrants to you that we will provide the Service during the Subscription Term substantially as described in the Documentation under normal use. In the event of any breach of this warranty, your exclusive remedy will be our reperformance of the deficient Service or, if we cannot reperform such deficient Service as warranted, you may terminate your DigitalBPM Account as set forth above and we will refund a prorated portion of your prepayment. You must notify us in writing of any warranty deficiency within ten (10) days from receipt of the deficient Service in order to receive the foregoing warranty remedy.
  • Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, AND DIGITALBPM MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, DIGITALBPM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH THE USE OF THE SERVICE RESTS WITH YOU. DIGITALBPM AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED IN THE SERVICE. DIGITALBPM MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, THAT THE SERVICE WILL BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED
    Your Indemnification Obligations: You agree to defend DigitalBPM, its affiliates, directors, officers, employees, and agents (“DigitalBPM Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless DigitalBPM Indemnified Parties, and indemnify DigitalBPM Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of these Terms, or (ii) your Customer Content.
  • DigitalBPM’s Indemnification Obligations: If you are a paying subscriber to the Service, DigitalBPM will defend you against any third-party claim, action, suit, proceeding, or demand brought against you alleging that the use of such paid Service as permitted hereunder infringes any trade secret, United States patent, copyright, or trademark right of a third party, and DigitalBPM shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (i) promptly give written notice thereof to DigitalBPM; (ii) give DigitalBPM sole control of the defense and settlement of the claim; and (iii) provide to DigitalBPM all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (a) any use of the Service outside the scope of these Terms or Acceptable Use Policy; (b) Customer Content; or (c) a combination of the Service with any content or other technology not provided by DigitalBPM. If DigitalBPM reasonably believes that the Service may infringe upon a third party’s intellectual property rights, then DigitalBPM may, at its sole option and expense (1) obtain a license that permits you to continue using the Service; (2) modify the Service to make the Service non-infringing without materially reducing its functionality; or (3) replace the Service with a non-infringing, functionally similar alternative. If none of the foregoing are commercially reasonable, in DigitalBPM’s sole discretion, DigitalBPM may terminate the applicable Service and issue you a pro-rata refund of Fees for a Service not provided.
  • Sole Rights and Obligations: Without affecting either party’s termination rights, this Section 8 states the parties’ sole and exclusive remedy under these Terms for any third-party allegations and claims covered by this section.

9. LIMITATION OF LIABILITY

  • TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED HEREIN), NEITHER PARTY NOR THEIR LICENSORS (AND IN THE CASE OF DIGITALBPM, ANY DIGITALBPM EXTENDED TEAM) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY YOU TO DIGITALBPM DURING YOUR CURRENT PLAN TERM.
  • The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

10. Confidential Information

  • Confidential Information: Each party (‘Disclosing Party’) may disclose Confidential Information to the other party (‘Receiving Party’) in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled ‘Confidential’, that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party
  • Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
  • Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

11. Additional Information about the Service

  • Administrative Controls: If your DigitalBPM Account has owners, administrative, or super administrative users, you understand and agree that such users may be able to access, modify, and/or delete (as applicable) your Customer Content, and other data contained in your DigitalBPM Account, as described in the Documentation, particularly this article.
  • Location of the Service: DigitalBPM operates or controls the operation of the Service from a cloud service located in the United States. In addition, the Service and Customer Content may be accessed, mirrored, and/or managed from various locations outside the United States.
  • DigitalBPM Extended Team: The DigitalBPM extended team, which includes our personnel, our Affiliates’ personnel, and our contractors (the ‘DigitalBPM Extended Team’), may assist us in exercising our rights and performing our obligations under these Terms. The DigitalBPM Extended Team does not include any Third-Party Services (defined in Section 6) or their personnel. We will be responsible for the DigitalBPM Extended Team’s compliance with our obligations under these Terms.
  • DigitalBPM AI Functions: From time to time, DigitalBPM may include DigitalBPM AI Functions as part of the Service. This section of the Terms applies to DigitalBPM AI Functions where you provide information (“Input”) and receive the output generated and returned by the DigitalBPM Al Functions based on the Input (“Output”, and together with Input, “Al Content”).